federal realty trust annual report 2010

7/23/2019 Federal Realty Trust Annual Report 2010

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Federal Realty Investment Tru

2010 ANNUAL REPORTPOISED


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SANTANA ROW

San Jose, CA

Randy, Jeff and Jan tour 300 Santana Row with

CB Richard Ellis, our office broker for the project.

THE SHOPS AT EASTGATE

Chapel Hill, NC

Lisa collaborates with Planimetron and HZDG on Federal Realtys website and online leasing tools.

2 federalrealty.com NYSE: FRT

It starts with the proper stance:a firm financial footing, the result of our

prudent and thoughtful investment approach. Drawing on decades of

experience, we target our efforts at owning, operating, developing, and

redeveloping high-quality retail real estate, serving markets with dense

populations, strong household incomes, and high barriers to entry by

competitors. We remain focused on the long term. It is precisely this poised,

balanced approach that created a healthy balance sheet and one of the

lowest costs of capital in the industry. That means Federal Realty is poised

for action, already taking aim as greater opportunities emerge. And the

people of Federal Realty, by building and maintaining productive partnerships

with key players, are poised to continue their remarkable record of success in

the passionate pursuit of value creation.


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Newly constructed Equinox Fitness Club

at Bethesda Row.

(ABOVE LEFT)

Lisa Denson, Vice President, Information Technology

and Special Projects

Annette Wilde, Director, Planimetron, Inc.

Karen Zuckerman, President and

Executive Creative Director, HZDG

(LEFT)

Randy Paul, Vice President, Development, West Coast

Jeff Berkes, Executive Vice President,

Chief Investment Officer

Jan Sweetnam, Vice President, Western Region

Chief Operating Officer

Michael A. Grado, Senior Vice President,

Silicon Valley Brokerage Services, CB Richard Ellis

(RIGHT)

Chris Weilminster, Senior Vice President, Leasing

(2nd from left)

Wendy Seher, Vice President, Leasing (center)

Debbie Colson, Senior Vice President,

Legal Operations (2nd from right)

Owners of Matchbox Vintage Pizza Bistro (lr):

Perry Smith, Andrew Kim, Mark Neal, Ty Neal

Chris, Wendy and Debbie discuss the recent

opening of Matchbox Vintage Pizza Bistro with

the owners at Congressional Plaza in Maryland.

BETHESDA ROW

Bethesda, MD

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CONGRESSIONAL PLAZA

Rockville, MD

LANCASTER SHOPPING CENTER

Lancaster, PA

(ABOVE RIGHT)

Evan Goldman, Vice President, Development

(3rd from left)

Dawn Becker,Executive Vice President,

Chief Operating Officer (center)

John Tschiderer, Vice President, Development

(2nd from right)

Tommy Mann, Development Associate (right)

Members of the White Flint community (left)



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We build success by creating community destinations.

Each one of our retail destinations around the country is well positioned to succeed, because

each is uniquely designed to reflect its surroundings and satisfy the needs of its community.

In densely populated areas of high average household income, our properties have the

demographics to attract quality retailers, the retailers to attract shoppers repeatedly, and the

synergy to become cherished, sustainable gathering places where people want to be.

WELL

POSITIONED

ASSEMBLY SQUARE MARKETPLACE

Somerville, MA

THE VILLAGE AT SHIRLINGTON

Arlington, VA

Evan, Dawn and John describe the redevelopment of Mid-Pike Plaza in Montgomery County, Md.,

with members of the White Flint community. These community members have been supporters

of the White Flint Sector Plan and the redevelopment of Mid-Pike Plaza.



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DEAR FELLOW SHAREHOLDERS:Federal Realty has never been about explosive growth

through acquisitions. We pride ourselves on operating and

redeveloping the highest-quality retail real estate in marketswith strong populations, strong household incomes, and

significant barriers to competitive entry. Newly acquired

properties that join this collection must be able to enhance

our growth, not detract from it.

Nonetheless, through the depths of the economic recession

in 2008 and 2009, many of us in the commercial real estate

business smiled wryly in preparation for what we thought

would assuredly be countless opportunities for great retail real

estate acquisitions from distressed sellers. Those distressed

sellers would happily turn over their prized properties at

bargain prices in order to divest themselves of onerous bank

and other debt obligations, we thought.

But to date, those bargains have not surfaced in any

meaningful quantity. Owners of truly A quality retail centers

didnt want to sell and smart real estate lenders, knowing

how hard it is to compile a portfolio of truly great real estate,

worked with the owners by modifying and extending debtterms rather than forcing a disruptive and costly foreclosure.

They knew inherently that great, high-quality commercial

real estate in the best locations is always significantly more

valuable over the long term than any short-term marketplace

might suggest.

Its the ultimate conflict at a high-quality real estate company

like Federal Realty: disappointment that we couldnt find

more truly great acquisitions at accretive prices over the past

year or two; yet satisfaction in the knowledge that the 18

million square feet of great retail real estate that we already

own is worth a fortune, and that it will always be appreciated

by investors for its value over the long term.

(ABOVE RIGHT)

Don Briggs, Senior Vice President, Development

Richard A. Davey, General Manager,

MBTA & Rail & Transit Administrator, MassDOT

Don Wood, President and Chief Executive Officer

(RIGHT)

Neil Burka, Property Manager

John Hendrickson,Vice President,

Northeast Region Chief Operating Officer

Robin McBride, Vice President,

Mid-Atlantic Region Chief Operating Officer

David Hawn, President, Dedicated Roof and

Hydro Solutions

ESCONDIDO PROMENADE

Escondido, CA

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Don and Don discuss the future Orange Line T Station at Assembly Row in Somerville, Mass., with MassDOT.

Federal Realty and the MBTA recently reached an agreement for the future T station.

Neil, John and Robin overlook operations of Rockville

Town Square in Maryland with Dedicated Roof and

Hydro Solutions, a consultant for the project.



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2010 was a year of incremental and steady improvement for

Federal Realty. There were some smart acquisitions that we

were able to get done (discussed later in the letter), but what

were most proud of is the performance of our existing portfolio

and the steps we were able to take to set us up for an even

better future. So heres what happened at Federal Realty in

2010. In this still very fragile economy, we:

Grew top-line revenues 2.7% to a record $545 million;

Grew same-center property operating income 2.1% to

a record $350 million;

Grew Funds from Operations (FFO) per share 2.6% to

a record $3.88 per share;

Grew 2010 fourth quarter FFO to $1.01 per sharethe

first time in our 49-year history that any quarter exceeded

one dollar per share;

Negotiated 312 new leases and renewals at rent that was,

on average, 8% higher than the previous tenant;

Maintained occupancy levels year over year at 93.2%;

Made our first investments in two buildings on Newbury

Street in Boston;

Bought the land under two of our strongest-performing

centers in the Washington, D.C., area: Bethesda Row

in Montgomery County, Maryland, and Pentagon Row in

Northern Virginia;

Delivered our latest phase of development at Bethesda

Row, Hampden Lane, on time, on budget, and fully leased;

Increased our footprint at Escondido Promenade in

San Diego, and on Long Island with the acquisition of

Huntington Square, and recently added our third shopping

center in South Florida outside of Fort Lauderdale;

Completed and leased up most of our newly constructed

office building at Santana Row in San Jose, Calif., broke

ground on our 109-unit luxury apartment building there,

and accelerated plans to build the next one;

Signed a deal with partner AvalonBay Communities to

build approximately 400 luxury apartments at Assembly

Row in Somerville, Mass.; celebrated the approval of a

new Orange Line T station at our site; and hope to break

ground on this exciting project in late 2011;

Celebrated the approval of the White Flint sector

plan and the massing plan for our Mid-Pike mixed-

use redevelopment, making way for the first phase of

construction in late 2012.

And, by the way, we increased the dividend rate on our

common shares for the 43rd year in a row to an annual rate of

$2.68 per share, to be paid entirely in cash.

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

Federal Realty

Investment Trust

Peer GroupAverage(1)

201020092008200720062005

Cumulative Change in FFO Per Share Since 2005

NOTE:(1) Peer group includes Developers Diversified Realty, Equity One, Kimco Realty, Regency Centers, and Weingarten Realty Investors.



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A Productive Mix

Strength, consistency, sustainability, and predictability are

hallmarks achievable only with an unwavering devotion to

operating and developing retail destinations that uniquelysatisfy the needs of their particular community in the most

populated areas in the country. Our team prides itself on this

mission and accordingly, Federal Realty retail destinations

vary significantly in product type and tenant mix as community

needs also vary. Consider that your investment in Federal

Realty includes a very diverse mix of retail-centric property

types. Our portfolio includes such assets as a strong

133,000 square foot grocery-anchored shopping center in

Hauppauge, N.Y., on Long Island; a 401,000 square foot

Home Depotanchored power center in Baltimore, Md.; a

1.5 million square foot office, residential, and retail flagship

lifestyle center in San Jose, Calif.; an 85,000 square foot

high-end specialty fashion center in Bethesda, Md.; 209,000

square feet of individual retail and restaurant buildings on

Third Street Promenade in Santa Monica, Calif.you get

the idea. By not owning and developing cookie-cutter

shopping centers wherever there is available land, we can

better take advantage of a communitys needs in a way that

leads to long-term growth. The result: strength, consistency,

sustainability, and predictability.

Leasing Retail Space in 2010

The retail leasing environment is improving, though not

dramatically nor consistently, throughout our markets.

Tenants are back at the negotiating table with a strong

desire to open stores in the right locations. Generally, they

have leaned down their operations (as we all have), theyve

closed or are renegotiating terms on underperforming

stores, and are ready to grow their businesses with newunits. They, however, are doing so carefully and methodically

with a cost-conscious mentality that pervades the American

psyche in 2010 and 2011; basically, making it harder for us

to create a more valuable company simply by raising rents.

In 2010, our leasing team completed 312 leases, including

both leases with new tenants and renewals with existing

ones. The average rent for those leases was $26.04 per

square foot, 8% higher than the average rent of the old lease

of $24.11. While that 8% rent growth is sector leading and

a source of pride for our team in this age of rent reductions

in many situations, it is the first year in the last decade and

a half that our rent rollover growth did not hit double digits.The year 2011 looks to be about the same and we expect

to see more tenant failures. Companies that have filed for

bankruptcy protection (the most recent example being

Borders Books) will very likely add to the vacancy of the

already-sufficient retail supply. Having said that, there is

simply no better hedge against tenant turnover than high-

quality real estate and your company has proven especially

adept at emerging on the other side of tenant failings as a

stronger, better-positioned company. This year should be

no different.

THIRD STREET PROMENADE

Santa Monica, CA



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Using Our Balance Sheet

Debt, as a percentage of total capitalization, is only 27% at

Federal Realty and is only 5 times recurring EBITDA (earnings

before interest, taxes, depreciation and amortization). We

hold a Baa1 rating from Moodys and BBB+ from Standard &

Poors. Our common equity consistently trades at one of the

highest multiples among REITs. The conservatism inherent

in our capital structure has served us exceedingly well

throughout the recession and puts us in the enviable position

of having one of the lowest costs of capital in our industry.

Capacity to grow has not been our limiter; opportunitiesfor capital deployment in great-quality development and

acquisitions has been. That is changing.

A case in point is our recent acquisition of the dominant

372,000 square foot Tower Shops in Davie, Fla., an existing

shopping center sitting on 67 acres at the intersection

of University Drive and Interstate 595 just west of Fort

Lauderdale. Tower Shops is the perfect example of the

Trusts exploitation of its pristine balance sheet to create

value both from leasing and development upside long

into the future, as well as a recapitalization of its debt. Inother words, the $66 million purchase price was lower

than it would otherwise have been because it required the

assumption of $41 million of above-market rate debt on the

property. Our due diligence, however, uncovered a way that

we could repay that loan with minimal additional cost and

replace it with lower-cost, long-term financing. The result

is higher property value immediately along with greater

leasing and redevelopment flexibility. Future development

opportunities on the site will almost assuredly result in a

property worth far more than its purchase price in the next

10 years.

Another $64 million in acquisitions during 2010 were

equally compelling from a value-enhancing perspective.

Many real estate companies do not own the land under some

portion of their properties and own only the improvements.

The land itself is owned by someone else and is leased to

the operator. Owning both the land and the improvements

is always our goal from a value-maximization perspective.

While the Trust owns both the land and improvements onmost of our real estate, we do have a number of properties

built on land subject to long-term ground leases. During

2010, we were able to acquire the land under such

valuable properties as Bethesda Row and Pentagon Row

and therefore control the property forever. We were also

able to buy income-producing properties very near our

existing assets in Escondido, Calif., and Huntington, N.Y.,

on Long Island.

Significant developments at Mid-Pike Plaza in Montgomery

County, Md., Assembly Row in Somerville, Mass., andSantana Row in San Jose, Calif., are heating up and will require

capital over the next few years and will serve as a platform

for value creation for decades to come. When added to the

redevelopment opportunities that we continue to uncover

in our existing portfolio, along with improving prospects for

new acquisitions and development opportunities, the path to

future value creation is becoming clearer and brighter.

Andy and Phil meet to discuss the Trusts upcoming capital raising efforts with PNC and Wells Fargo,

both of which have been long-term capital partners with Federal Realty.



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A firm footing for seizing new opportunities.

Federal Realtys prudent management has seen us through the recession and leaves us ready to take advantage

of opportunities ahead. Our balance sheet is strong. Our debt as a percentage of total capitalization is low. Our

common equity consistently trades at one of the highest multiples among REITs. And our cost of capital is among

the lowest in the industry. Furthermore, we are pleased to report an increase in the dividend rate on our common

shares for the 43rd consecutive year, a record in the REIT sector.

*Annualized Dividends

$0.12*

$2.68

1967 2010

BALA



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The previous performance graph compares the cumulative total shareholder return on Federal Realtys shares with the cumulative return on the S&P 500 and the index of equity real estateinvestment trusts prepared by the National Association of Real Estate Investment Trusts (NAREIT) for the five fiscal years commencing December 31, 2005, and ending December 31, 2010,assuming an investment of $100 and the reinvestment of all dividends into additional common shares during the holding period. Equity real estate investment trusts are defined as those

that derive more than 75% of their income from equity investments in real estate assets. The FTSE NAREIT Equity REIT Total Return Index includes all tax qualified real estate investmenttrusts listed on the NYSE, NYSE Amex (formerly known as the American Stock Exchange), or the NASDAQ National Market. Stock performance for the past five years is not necessarilyindicative of future results.

40

60

80

100

120

140

160

FTSE NAREITEquity TotalREIT Index

S&P 500

Federal Realty

Investment Trust

INDEX

VALUE

12/31/1012/31/0912/31/0812/31/0712/31/0612/31/05

Comparison of 5-Year Cumulative Total Return

NOTE:

(1) See discussion of calculation in Item 6 Selected Financial Data in our Form 10-K.

Property Operating Income (in millions)(1)

2008 2009200720062005 2010$0

$50

$100

$150

$200

$250

$300

$350

$400

$364 $375

$273

$301

$336$355

Real Estate Assets (in millions)

$0

$500

$1000

$1500

$2000

$2500

$3000

$3500

$4000

2008 2009200720062005 2010

$2,829

$3,204

$3,453$3,674

$3,759 $3,896

CED

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Form 10-K

The Form 10-K includes the Section 302 certifications filed with the SEC.

Certain exhibits to the Form 10-K are not reproduced here, but the Trust

will provide them to you upon request, addressed to the Trust, 1626 East

Jefferson Street, Rockville, MD 20852, Attention: Gina Birdsall, and payment

of a fee covering the Trusts reasonable expenses for copying and mailing.


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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-07533

FEDERAL REALTY INVESTMENT TRUST(Exact Name of Registrant as Specified in its Declaration of Trust)

Maryland 52-0782497(State of Organization) (IRS Employer Identification No.)

1626 East Jefferson Street, Rockville, Maryland 20852(Address of Principal Executive Offices) (Zip Code)

(301) 998-8100(Registrants Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name Of Each Exchange On Which Registered

Common Shares of Beneficial Interest, $.01 par value per

share, with associated Common Share Purchase Rights

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required

to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12

months (or for such shorter period that the Registrant was required to submit and post such files). Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and

will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by

reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a

smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting companyin Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer Accelerated Filer

Non-Accelerated Filer (Do not check if a smaller reporting company) Smaller reporting company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes No

The aggregate market value of the Registrants common shares held by non-affiliates of the Registrant, based upon the

closing sales price of the Registrants common shares on June 30, 2010 was $4.3 billion.

The number of Registrants common shares outstanding on February 9, 2011 was 61,537,817.


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FEDERAL REALTY INVESTMENT TRUST

ANNUAL REPORT ON FORM 10-K

FISCAL YEAR ENDED DECEMBER 31, 2010

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrants Proxy Statement to be filed with the Securities and Exchange Commission for the

Registrants 2011 annual meeting of shareholders to be held in May 2011 will be incorporated by reference into

Part III hereof.

TABLE OF CONTENTS

PART I

Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Item 4. [Removed and Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

PART II

Item 5. Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of

Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations . . . 33

Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure . . . 59

Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

PART III

Item 10. Trustees, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder

Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Item 13. Certain Relationships and Related Transactions, and Trustee Independence . . . . . . . . . . . . . . . 62

Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

PART IV

Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

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PART I

ITEM 1. BUSINESS

References to we, us, our or the Trust refer to Federal Realty Investment Trust and our business and

operations conducted through our directly or indirectly owned subsidiaries.

General

We are an equity real estate investment trust (REIT) specializing in the ownership, management, and

redevelopment of high quality retail and mixed-use properties located primarily in densely populated and affluent

communities in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the

United States, as well as in California. As of December 31, 2010, we owned or had a majority interest in

community and neighborhood shopping centers and mixed-use properties which are operated as 85

predominantly retail real estate projects comprising approximately 18.3 million square feet. In total, the real

estate projects were 93.9% leased and 93.2% occupied at December 31, 2010. A joint venture in which we own a

30% interest owned seven retail real estate projects totaling approximately 1.0 million square feet as of

December 31, 2010. In total, the joint venture properties in which we own an interest were 91.0% leased and

90.4% occupied at December 31, 2010. We have paid quarterly dividends to our shareholders continuously since

our founding in 1962 and have increased our dividends per common share for 43 consecutive years.

We were founded in 1962 as a REIT under the laws of the District of Columbia and re-formed as a REIT in the

state of Maryland in 1999. We operate in a manner intended to qualify as a REIT for tax purposes pursuant to

provisions of the Internal Revenue Code of 1986, as amended (the Code). Our principal executive offices are

located at 1626 East Jefferson Street, Rockville, Maryland 20852. Our telephone number is (301) 998-8100. Our

website address iswww.federalrealty.com. The information contained on our website is not a part of this report

and is not incorporated herein by reference.

Business Objectives and Strategies

Our primary business objective is to own, manage, acquire and redevelop a portfolio of high quality retail

properties that will:

protect investor capital;

provide increasing cash flow for distribution to shareholders;

generate higher internal growth than our peers; and

provide potential for capital appreciation.

Our traditional focus has been and remains on regional community and neighborhood shopping centers that

generally are anchored by grocery stores. Late in 1994, recognizing a trend of increased consumer acceptance of

retailer expansion to main streets, we expanded our investment strategy to include street retail and mixed-use

properties. The mixed-use properties are typically centered around a retail component but may also include

office, residential and/or hotel components.

Operating Strategies

Our core operating strategy is to actively manage our properties to maximize rents and maintain occupancy levels

by attracting and retaining a strong and diverse base of tenants and replacing weaker, underperforming tenants

with stronger ones. Our properties are generally located in some of the most densely populated and affluent areas

of the country. These strong demographics help our tenants generate higher sales, which has enabled us to

maintain higher occupancy rates, charge higher rental rates, and maintain steady rent growth, all of which

increase the value of our portfolio. Our operating strategies also include:

increasing rental rates through the renewal of expiring leases or the leasing of space to new tenants at

higher rental rates while limiting vacancy and down-time;

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maintaining a diversified tenant base, thereby limiting exposure to any one tenants financial or

operating difficulties;

monitoring the merchandising mix of our tenant base to achieve a balance of strong national and

regional tenants with local specialty tenants;

minimizing overhead and operating costs;

monitoring the physical appearance of our properties and the construction quality, condition and design

of the buildings and other improvements located on our properties to maximize our ability to attract

customers and thereby generate higher rents and occupancy rates;

developing local and regional market expertise in order to capitalize on market and retailing trends;

leveraging the contacts and experience of our management team to build and maintain long-term

relationships with tenants, investors and financing sources; and

providing exceptional customer service.

Investing Strategies

Our investment strategy is to deploy capital at risk-adjusted rates of return that exceed our long-term weightedaverage cost of capital in projects that have potential for future income growth. Our investments primarily fall

into one of the following four categories:

renovating, expanding, reconfiguring and/or retenanting our existing properties to take advantage of

under-utilized land or existing square footage to increase revenue;

renovating or expanding tenant spaces for tenants capable of producing higher sales, and therefore,

paying higher rents, including expanding space available to an existing tenant that is performing well

but is operating out of an old or otherwise inefficient store format;

acquiring quality retail properties and other quality properties that have a significant retail component

located in densely populated or affluent areas where barriers to entry for further development are high,

and that have possibilities for enhancing operating performance through renovation, expansion,

reconfiguration and/or retenanting; and

developing the retail portions of mixed-use properties and developing or otherwise investing in other

portions of mixed-use properties we already own in order to capitalize on the overall value created in the

mixed-use properties.

Investment Criteria

When we evaluate potential redevelopment, retenanting, expansion, acquisition and development opportunities,

we consider such factors as:

the expected returns in relation to our short and long-term cost of capital as well as the anticipated risk

we will face in achieving the expected returns;

the anticipated growth rate of operating income generated by the property;

the tenant mix at the property, tenant sales performance and the creditworthiness of those tenants;

the geographic area in which the property is located, including the population density and household

incomes, as well as the population and income trends in that geographic area;

competitive conditions in the vicinity of the property, including competition for tenants and the ability

of others to create competing properties through redevelopment, new construction or renovation;

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access to and visibility of the property from existing roadways and the potential for new, widened or

realigned, roadways within the propertys trade area, which may affect access and commuting and

shopping patterns;

the level and success of our existing investments in the market area;

the current market value of the land, buildings and other improvements and the potential for increasing

those market values; and

the physical condition of the land, buildings and other improvements, including the structural and

environmental condition.

Financing Strategies

Our financing strategies are designed to enable us to maintain an investment grade balance sheet while retaining

sufficient flexibility to fund our operating and investing activities in the most cost-efficient way possible. Our

financing strategies include:

maintaining a prudent level of overall leverage and an appropriate pool of unencumbered properties that

is sufficient to support our unsecured borrowings;

managing our exposure to variable-rate debt;

maintaining an available line of credit to fund operating and investing needs on a short-term basis;

taking advantage of market opportunities to refinance existing debt, reduce interest costs and manage

our debt maturity schedule so that a significant portion of our debt does not mature in any one year;

selling properties that have limited growth potential or are not a strategic fit within our overall portfolio

and redeploying the proceeds to redevelop, renovate, retenant and/or expand our existing properties,

acquire new properties or reduce debt; and

utilizing the most advantageous long-term source of capital available to us to finance redevelopment and

acquisition opportunities, which may include:

the sale of our equity or debt securities through public offerings or private placements,

the incurrence of indebtedness through unsecured or secured borrowings,

the issuance of operating units in a new or existing downREIT partnership that is controlled and

consolidated by us (generally operating units in a downREIT partnership are issued in exchange

for a tax deferred contribution of property; these units receive the same distributions as our common

shares and the holders of these units have the right to exchange their units for cash or the same

number of our common shares, at our option), or

the use of joint venture arrangements.

Employees

At February 9, 2011, we had 238 full-time employees and 123 part-time employees. None of our employees are

represented by a collective bargaining unit. We believe that our relationship with our employees is good.

Tax Status

We elected to be taxed as a REIT under the federal income tax laws when we filed our 1962 tax return. As a

REIT, we are generally not subject to federal income tax on taxable income that we distribute to our

shareholders. Under the Code, REITs are subject to numerous organizational and operational requirements,

including the requirement to generally distribute at least 90% of taxable income each year. We will be subject to

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federal income tax on our taxable income (including any applicable alternative minimum tax) at regular

corporate rates if we fail to qualify as a REIT for tax purposes in any taxable year, or to the extent we distribute

less than 100% of our taxable income. We will also generally not be permitted to qualify for treatment as a REIT

for federal income tax purposes for four years following the year during which qualification is lost. Even if we

qualify as a REIT for federal income tax purposes, we may be subject to certain state and local income and

franchise taxes and to federal income and excise taxes on our undistributed taxable income.

We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, which we refer to as a TRS. In

general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain

limitations under the Code. A TRS is subject to federal and state income taxes. In 2010, 2009, and 2008, our TRS

incurred net income taxes/(refunds) of approximately $0.4 million, $0.5 million and $(0.8) million, respectively,

primarily related to sales of condominiums at Santana Row and our investment in certain restaurant joint

ventures at Santana Row.

Governmental Regulations Affecting Our Properties

We and our properties are subject to a variety of federal, state and local environmental, health, safety and similar

laws, including:

the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended,

which we refer to as CERCLA;

the Resource Conservation & Recovery Act;

the Federal Clean Water Act;

the Federal Clean Air Act;

the Toxic Substances Control Act;

the Occupational Safety & Health Act; and

the Americans with Disabilities Act.

The application of these laws to a specific property that we own depends on a variety of property-specific

circumstances, including the current and former uses of the property, the building materials used at the property

and the physical layout of the property. Under certain environmental laws, principally CERCLA, we, as theowner or operator of properties currently or previously owned, may be required to investigate and clean up

certain hazardous or toxic substances, asbestos-containing materials, or petroleum product releases at the

property. We may also be held liable to a governmental entity or third parties for property damage and for

investigation and clean up costs incurred in connection with the contamination, whether or not we knew of, or

were responsible for, such contamination. In addition, some environmental laws create a lien on the contaminated

site in favor of the government for damages and costs it incurs in connection with the contamination. As the

owner or operator of real estate, we also may be liable under common law to third parties for damages and

injuries resulting from environmental contamination emanating from the real estate. Such costs or liabilities

could exceed the value of the affected real estate. The presence of contamination or the failure to remediate

contamination may adversely affect our ability to sell or lease real estate or to borrow using the real estate as

collateral.

Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these lawshas had a material adverse effect on our financial condition or results of operations, and management does not

believe they will in the future. In addition, we have not incurred, and do not expect to incur, any material costs or

liabilities due to environmental contamination at properties we currently own or have owned in the past.

However, we cannot predict the impact of new or changed laws or regulations on properties we currently own or

may acquire in the future. We have no current plans for substantial capital expenditures with respect to

compliance with environmental, health, safety and similar laws and we carry environmental insurance which

covers a number of environmental risks for most of our properties.

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Competition

Numerous commercial developers and real estate companies compete with us with respect to the leasing and the

acquisition of properties. Some of these competitors may possess greater capital resources than we do, although

we do not believe that any single competitor or group of competitors in any of the primary markets where our

properties are located are dominant in that market. This competition may:

reduce the number of properties available for acquisition;

increase the cost of properties available for acquisition;

interfere with our ability to attract and retain tenants, leading to increased vacancy rates and/or reduced

rents; and

adversely affect our ability to minimize expenses of operation.

Retailers at our properties also face increasing competition from outlet stores, discount shopping clubs,

superstores, and other forms of marketing of goods and services, such as direct mail, internet marketing and

telemarketing. This competition could contribute to lease defaults and insolvency of tenants.

Available Information

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,

and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange

Act of 1934 (the Exchange Act) are available free of charge through the Investors section of our website at

www.federalrealty.comas soon as reasonably practicable after we electronically file the material with, or furnish

the material to, the Securities and Exchange Commission, or the SEC.

Our Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics applicable to our Chief

Executive Officer and senior financial officers, Whistleblower Policy, organizational documents and the charters

of our audit committee, compensation committee and nominating and corporate governance committee are all

available in the Corporate Governance section of the Investors section of our website.

Amendments to the Code of Ethics or Code of Business Conduct or waivers that apply to any of our executive

officers or our senior financial officers will be disclosed in that section of our website as well.

You may obtain a printed copy of any of the foregoing materials from us by writing to us at Investor Relations,

Federal Realty Investment Trust, 1626 East Jefferson Street, Rockville, Maryland 20852.

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ITEM 1A. RISK FACTORS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of

the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of

1995. Also, documents that we incorporate by reference into this Annual Report on Form 10-K, including

documents that we subsequently file with the SEC will contain forward-looking statements. When we refer to

forward-looking statements or information, sometimes we use words such as may, will, could, should,

plans, intends, expects, believes, estimates, anticipates and continues. In particular, the below

risk factors describe forward-looking information. The risk factors describe risks that may affect these statements

but are not all-inclusive, particularly with respect to possible future events. Many things can happen that can

cause actual results to be different from those we describe. These factors include, but are not limited to the

following:

Revenue from our properties may be reduced or limited if the retail operations of our tenants are notsuccessful.

Revenue from our properties depends primarily on the ability of our tenants to pay the full amount of rent and

other charges due under their leases on a timely basis. Some of our leases provide for the payment, in addition to

base rent, of additional rent above the base amount according to a specified percentage of the gross sales

generated by the tenants and generally provide for reimbursement of real estate taxes and expenses of operatingthe property. The current economic conditions may impact the success of our tenants retail operations and

therefore the amount of rent and expense reimbursements we receive from our tenants. We have seen some

tenants experiencing declining sales, vacating early, failing to pay rent on a timely basis or filing for bankruptcy,

as well as seeking rent relief from us as landlord. Any reduction in our tenants abilities to pay base rent,

percentage rent or other charges on a timely basis, including the filing by any of our tenants for bankruptcy

protection, will adversely affect our financial condition and results of operations. In the event of default by a

tenant, we may experience delays and unexpected costs in enforcing our rights as landlord under lease terms,

which may also adversely affect our financial condition and results of operations.

Our net income depends on the success and continued presence of our anchor tenants.

Our net income could be adversely affected in the event of a downturn in the business, or the bankruptcy or

insolvency, of any anchor store or anchor tenant. Anchor tenants generally occupy large amounts of squarefootage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by

drawing significant numbers of customers to a property. The closing of one or more anchor stores at a property

could adversely affect that property and result in lease terminations by, or reductions in rent from, other tenants

whose leases may permit termination or rent reduction in those circumstances or whose own operations may

suffer as a result. As a result of the current economic conditions, we have seen a decrease in the number of

tenants available to fill anchor spaces. Therefore, tenant demand for certain of our anchor spaces may decrease

and as a result, we may see an increase in vacancy and/or a decrease in rents for those spaces that could have a

negative impact to our net income.

We may be unable to collect balances due from tenants that file for bankruptcy protection.

If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-petition amounts owed by

that party. In addition, a tenant that files for bankruptcy protection may terminate our lease in which event wewould have a general unsecured claim that would likely be for less than the full amount owed to us for the

remainder of the lease term, which could adversely affect our financial condition and results of operation.

We may experience difficulty or delay in renewing leases or re-leasing space.

We derive most of our revenue directly or indirectly from rent received from our tenants. We are subject to the

risks that, upon expiration or termination of leases, whether by their terms, as a result of a tenant bankruptcy,

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general economic conditions or otherwise, leases for space in our properties may not be renewed, space may not

be re-leased, or the terms of renewal or re-lease, including the cost of required renovations or concessions to

tenants, may be less favorable than current lease terms which may include decreases in rental rates. As a result,

our results of operations and our net income could be reduced.

The amount of debt we have and the restrictions imposed by that debt could adversely affect our business

and financial condition.

As of December 31, 2010, we had approximately $1.8 billion of debt outstanding. Of that outstanding debt,

approximately $506.7 million was secured by all or a portion of 21 of our real estate projects and approximately

$59.9 million represented capital lease obligations on three of our properties. In addition, we own a 30% interest

in a joint venture that had $57.6 million of debt secured by four properties as of December 31, 2010.

Approximately $1.7 billion (95%) of our debt as of December 31, 2010, which includes all of our property

secured debt and our capital lease obligations, is fixed rate debt. Our joint ventures debt of $57.6 million is also

fixed rate debt. Our organizational documents do not limit the level or amount of debt that we may incur. The

amount of our debt outstanding from time to time could have important consequences to our shareholders. For

example, it could:

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt,

thereby reducing funds available for operations, property acquisitions, redevelopments and other

appropriate business opportunities that may arise in the future;

limit our ability to make distributions on our outstanding common shares and preferred shares;

make it difficult to satisfy our debt service requirements;

require us to dedicate increased amounts of our cash flow from operations to payments on debt upon

refinancing or on our variable rate, unhedged debt, if interest rates rise;

limit our flexibility in planning for, or reacting to, changes in our business and the factors that affect the

profitability of our business;

limit our ability to obtain any additional debt or equity financing we may need in the future for working

capital, debt refinancing, capital expenditures, acquisitions, redevelopments or other general corporate

purposes or to obtain such financing on favorable terms; and/or

limit our flexibility in conducting our business, which may place us at a disadvantage compared tocompetitors with less debt or debt with less restrictive terms.

Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness

will depend primarily on our future performance, which to a certain extent is subject to economic, financial,

competitive and other factors beyond our control. There can be no assurance that our business will continue to

generate sufficient cash flow from operations in the future to service our debt or meet our other cash needs. If we

are unable to generate this cash flow from our business, we may be required to refinance all or a portion of our

existing debt, sell assets or obtain additional financing to meet our debt obligations and other cash needs,

including the payment of dividends required to maintain our status as a real estate investment trust. We cannot

assure you that any such refinancing, sale of assets or additional financing would be possible on terms that we

would find acceptable.

We are obligated to comply with financial and other covenants pursuant to our debt obligations that couldrestrict our operating activities, and the failure to comply with such covenants could result in defaults that

accelerate payment under our debt.

Our revolving credit facility and certain series of notes include financial covenants that may limit our operating

activities in the future. We are also required to comply with additional covenants that include, among other

things, provisions:

relating to the maintenance of property securing a mortgage;

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restricting our ability to pledge assets or create liens;

restricting our ability to incur additional debt;

restricting our ability to amend or modify existing leases at properties securing a mortgage;

restricting our ability to enter into transactions with affiliates; and

restricting our ability to consolidate, merge or sell all or substantially all of our assets.

As of December 31, 2010, we were in compliance with all of our financial covenants. If we were to breach any of

our debt covenants, including the covenants listed above, and did not cure the breach within any applicable cure

period, our lenders could require us to repay the debt immediately, and, if the debt is secured, could immediately

begin proceedings to take possession of the property securing the loan. Many of our debt arrangements, including

our public notes and our revolving credit facility, are cross-defaulted, which means that the lenders under those

debt arrangements can put us in default and require immediate repayment of their debt if we breach and fail to

cure a default under certain of our other debt obligations. As a result, any default under our debt covenants could

have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations

and the market value of our shares.

Our development activities have inherent risks.

The ground-up development of improvements on real property, as opposed to the renovation and redevelopment

of existing improvements, presents substantial risks. We generally do not intend to undertake on our own

construction of any new large-scale mixed-use, ground-up development projects; however, we do intend to

complete the development and construction of remaining phases of projects we already have started, such as

Santana Row in San Jose, California and Assembly Row in Somerville, Massachusetts, as well as any future

redevelopment of Mid-Pike Plaza in Rockville, Maryland. We may undertake development of these and other

projects if it is justifiable on a risk-adjusted return basis. We may also choose to delay completion of a project if

market conditions do not allow an appropriate return. If conditions arise and we are not able or decide not to

complete a project or if the expected cash flows of our project do not exceed the book value, an impairment of

the project may be required. If additional phases of any of our existing projects or if any new projects are not

successful, it may adversely affect our financial condition and results of operations.

A key component of our development at Assembly Row is the development of public infrastructure. This

includes the roads throughout the project as well as the building of a T-Stop, which is a stop on the greater

Boston areas subway system, adjacent to our property. While we will contribute significantly to the

infrastructure development, we also expect to receive substantial public funding for the project. The final funding

decision and amount, however, is out of our control and therefore, there can be no assurance that we will receive

the public funding. If we do not receive adequate public funding or necessary government approval for a T-Stop

at the property, the project may not provide a justifiable risk- adjusted return resulting in a temporary or

permanent hold on the project and a write-off of a portion of the project.

In addition to the risks associated with real estate investment in general as described elsewhere, the risks

associated with our remaining development activities include:

significant time lag between commencement and stabilization subjects us to greater risks due tofluctuations in the general economy;

failure or inability to obtain construction or permanent financing on favorable terms;

failure or inability to obtain public funding from governmental agencies to fund infrastructure projects;

expenditure of money and time on projects that may never be completed;

inability to achieve projected rental rates or anticipated pace of lease-up;

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higher than estimated construction or operating costs, including labor and material costs; and

possible delay in completion of a project because of a number of factors, including weather, labor

disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, acts of

terror or other acts of violence, or acts of God (such as fires, earthquakes or floods).

Redevelopments and acquisitions may fail to perform as expected.

Our investment strategy includes the redevelopment and acquisition of community and neighborhood shopping

centers and other properties in densely populated areas with high average household incomes and significant

barriers to adding competitive retail supply. The redevelopment and acquisition of properties entails risks that

include the following, any of which could adversely affect our results of operations and our ability to meet our

obligations:

our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the

time we estimate to complete the improvement, repositioning or redevelopment may be too short. As

a result, the property may fail to achieve the returns we have projected, either temporarily or for a

longer time;

we may not be able to identify suitable properties to acquire or may be unable to complete the

acquisition of the properties we identify; we may not be able to integrate an acquisition into our existing operations successfully;

properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within

the time frames we project, at the time we make the decision to invest, which may result in the

properties failure to achieve the returns we projected;

our pre-acquisition evaluation of the physical condition of each new investment may not detect certain

defects or identify necessary repairs until after the property is acquired, which could significantly

increase our total acquisition costs or decrease cash flow from the property; and

our investigation of a property or building prior to our acquisition, and any representations we may

receive from the seller of such building or property, may fail to reveal various liabilities, which could

reduce the cash flow from the property or increase our acquisition cost.

Our ability to grow will be limited if we cannot obtain additional capital.

Our growth strategy is focused on the redevelopment of properties we already own and the acquisition of

additional properties. We believe that it will be difficult to fund our expected growth with cash from operating

activities because, in addition to other requirements, we are generally required to distribute to our shareholders at

least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes. As a

result, we must rely primarily upon the availability of debt or equity capital, which may or may not be available

on favorable terms or at all. Debt could include the sale of debt securities and mortgage loans from third parties.

While we were able to consummate financings during 2009 and 2010, if economic conditions and conditions in

the capital markets are not favorable at the time we need to raise capital, we may need to obtain capital on less

favorable terms than in recent years for debt financings. Equity capital could include our common shares or

preferred shares. We cannot guarantee that additional financing, refinancing or other capital will be available in

the amounts we desire or on favorable terms. Our access to debt or equity capital depends on a number of factors,including the markets perception of our growth potential, our ability to pay dividends, and our current and

potential future earnings. Depending on the outcome of these factors as well as the impact of the economic

environment, we could experience delay or difficulty in implementing our growth strategy on satisfactory terms,

or be unable to implement this strategy.

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Rising interest rates could adversely affect our cash flow and the market price of our outstanding debt and

preferred shares.

Of our approximately $1.8 billion of debt outstanding as of December 31, 2010, approximately $86.4 million

bears interest at variable rates and was unhedged. We may borrow additional funds at variable interest rates in

the future. Increases in interest rates would increase the interest expense on our variable rate debt and reduce our

cash flow, which could adversely affect our ability to service our debt and meet our other obligations and also

could reduce the amount we are able to distribute to our shareholders. Although we have in the past and may in

the future enter into hedging arrangements or other transactions as to all or a portion of our variable rate debt to

limit our exposure to rising interest rates, the amounts we are required to pay under the variable rate debt to

which the hedging or similar arrangements relate may increase in the event of non-performance by the

counterparties to any of our hedging arrangements. In addition, an increase in market interest rates may lead

purchasers of our debt securities and preferred shares to demand a higher annual yield, which could adversely

affect the market price of our outstanding debt securities and preferred shares and the cost and/or timing of

refinancing or issuing additional debt securities or preferred shares.

The market value of our debt and equity securities is subject to various factors that may cause significantfluctuations or volatility.

As with other publicly traded securities, the market price of our debt and equity securities depends on various

factors, which may change from time to time and/or may be unrelated to our financial condition, operatingperformance or prospects that may cause significant fluctuations or volatility in such prices. These factors

include, among others:

general economic and financial market conditions;

level and trend of interest rates;

our ability to access the capital markets to raise additional capital;

the issuance of additional equity or debt securities;

changes in our funds from operations (FFO) or earnings estimates;

changes in our debt or analyst ratings;

our financial condition and performance;

market perception of our business compared to other REITs; and/or

market perception of REITs, in general, compared to other investment alternatives.

Our performance and value are subject to general risks associated with the real estate industry.

Our economic performance and the value of our real estate assets, and, consequently, the value of our

investments, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating

expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our

shareholders will be adversely affected. As a real estate company, we are susceptible to the following real estate

industry risks:

economic downturns in general, or in the areas where our properties are located;

adverse changes in local real estate market conditions, such as an oversupply or reduction in demand; changes in tenant preferences that reduce the attractiveness of our properties to tenants;

zoning or regulatory restrictions;

decreases in market rental rates;

weather conditions that may increase or decrease energy costs and other weather-related expenses;

costs associated with the need to periodically repair, renovate and re-lease space; and

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increases in the cost of adequate maintenance, insurance and other operating costs, including real estate

taxes, associated with one or more properties, which may occur even when circumstances such as

market factors and competition cause a reduction in revenues from one or more properties, although real

estate taxes typically do not increase upon a reduction in such revenues.

Each of these risks could result in decreases in market rental rates and increases in vacancy rates, which could

adversely affect our financial condition and results of operation.

Many real estate costs are fixed, even if income from our properties decreases.

Our financial results depend primarily on leasing space in our properties to tenants on terms favorable to us.

Costs associated with real estate investment, such as real estate taxes, insurance and maintenance costs, generally

are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a

reduction in income from the property. As a result, cash flow from the operations of our properties may be

reduced if a tenant does not pay its rent or we are unable to rent our properties on favorable terms. Under those

circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial

legal costs. Additionally, new properties that we may acquire or redevelop may not produce any significant

revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating

expenses and debt service associated with such new properties until they are fully occupied.

Competition may limit our ability to purchase new properties and generate sufficient income from tenants.

Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing

properties and properties for acquisition. This competition may:

reduce properties available for acquisition;

increase the cost of properties available for acquisition;

reduce rents payable to us;

interfere with our ability to attract and retain tenants;

lead to increased vacancy rates at our properties; and

adversely affect our ability to minimize expenses of operation.

Retailers at our properties also face increasing competition from outlet stores, discount shopping clubs, and other

forms of marketing of goods, such as direct mail, internet marketing and telemarketing. This competition could

contribute to lease defaults and insolvency of tenants. If we are unable to continue to attract appropriate retail

tenants to our properties, or to purchase new properties in our geographic markets, it could materially affect our

ability to generate net income, service our debt and make distributions to our shareholders.

We may be unable to sell properties when appropriate because real estate investments are illiquid.

Real estate investments generally cannot be sold quickly. In addition, there are some limitations under federal

income tax laws applicable to real estate and to REITs in particular that may limit our ability to sell our assets.

We may not be able to alter our portfolio promptly in response to changes in economic or other conditions

including being unable to sell a property at a return we believe is appropriate due to the economic environment.Our inability to respond quickly to adverse changes in the performance of our investments could have an adverse

effect on our ability to meet our obligations and make distributions to our shareholders.

Our insurance coverage on our properties may be inadequate.

We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire, flood,

rental loss and acts of terrorism. We also currently carry earthquake insurance on all of our properties in

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California and environmental insurance on most of our properties. All of these policies contain coverage

limitations. We believe these coverages are of the types and amounts customarily obtained for or by an owner of

similar types of real property assets located in the areas where our properties are located. We intend to obtain

similar insurance coverage on subsequently acquired properties.

The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence

of significant losses incurred by the insurance industry. As a result, we may be unable to renew or duplicate ourcurrent insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no

longer offer coverage against certain types of losses, such as losses due to terrorist acts and toxic mold, or, if

offered, the expense of obtaining these types of insurance may not be justified. We therefore may cease to have

insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance

available. If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the

capital we have invested in a property, as well as the anticipated future revenue from the property, but still

remain obligated for any mortgage debt or other financial obligations related to the property. We cannot

guarantee that material losses in excess of insurance proceeds will not occur in the future. If any of our properties

were to experience a catastrophic loss, it could disrupt seriously our operations, delay revenue and result in large

expenses to repair or rebuild the property. Also, due to inflation, changes in codes and ordinances, environmental

considerations and other factors, it may not be feasible to use insurance proceeds to replace a building after it has

been damaged or destroyed. Further, we may be unable to collect insurance proceeds if our insurers are unable to

pay or contest a claim. Events such as these could adversely affect our results of operations and our ability tomeet our obligations, including distributions to our shareholders.

We may have limited flexibility in dealing with our jointly owned investments.

Our organizational documents do not limit the amount of funds that we may invest in properties and assets

owned jointly with other persons or entities. As of December 31, 2010, we held three predominantly retail real

estate projects jointly with other persons in addition to our joint venture with affiliates of a discretionary fund

created and advised by ING Clarion Partners (Clarion), Taurus Newbury Street JV II Limited Partnership

(Newbury Street Partnership) and properties owned in a downREIT structure. We may make additional joint

investments in the future. Our existing and future joint investments may subject us to special risks, including the

possibility that our partners or co-investors might become bankrupt, that those partners or co-investors might

have economic or other business interests or goals which are unlike or incompatible with our business interests or

goals, that those partners or co-investors might be in a position to take action contrary to our suggestions orinstructions, or in opposition to our policies or objectives, and that disputes may develop with our joint venture

partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration or

some other form of dispute resolution. Although as of December 31, 2010, we held the managing general

partnership or membership interest in all of our existing co-investments, except Newbury Street Partnership, we

must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties. Joint

ownership gives a third party the opportunity to influence the return we can achieve on some of our investments

and may adversely affect our ability to make distributions to our shareholders. We may also be liable for the

actions of our co-investors.

On July 1, 2004, we entered into a joint venture with Clarion for purposes of acquiring properties. Although we

are the managing general partner of that entity, we have only a 30% ownership interest in that entity. Our

partners consent is required to take certain actions with respect to the properties acquired by the venture, and as

a result, we may not be able to take actions that we believe are necessary or desirable to protect or increase thevalue of the property or the propertys income stream. Pursuant to the terms of our partnership, we must obtain

our partners consent to do the following:

enter into new anchor tenant leases, modify existing anchor tenant leases or enforce remedies against

anchor tenants;

make certain repairs, renovations or other changes or improvements to properties; and

sell or finance the property with secured debt.

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The terms of our partnership require that certain acquisition opportunities be presented first to the joint venture,

which limits our ability to acquire properties for our own account which could, in turn, limit our ability to grow.

Our joint venture with Clarion is subject to a buy-sell provision which is customary for real estate joint venture

agreements and the industry. Either partner may initiate these provisions at any time, which could result in either

the sale of our interest or the use of available cash or borrowings to acquire Clarions interest. Our investment in

this joint venture is also subject to the risks described above for jointly owned investments. As of December 31,

2010, this joint venture owned seven properties.

In addition, in May 2010, we formed Newbury Street Partnership, a joint venture limited partnership with an

affiliate of Taurus Investment Holdings, LLC (Taurus), which plans to acquire, operate and redevelop up to

$200 million of properties located primarily in the Back Bay section of Boston, Massachusetts. We do not serve

as general partner or manager for this joint venture; however, Taurus must obtain our consent for certain major

decisions. Our joint venture with Taurus is subject to a buy-sell provision which is customary for real estate joint

venture agreements and the industry. The buy-sell can be exercised only in certain circumstances through May

2014 and may be initiated by either party at anytime thereafter, which could result in either the sale of our

interest or the use of available cash or borrowings to acquire Taurus interest. As of December 31, 2010,

Newbury Street Partnership owned two mixed-use buildings on Newbury Street.

Environmental laws and regulations could reduce the value or profitability of our properties.All real property and the operations conducted on real property are subject to federal, state and local laws,

ordinances and regulations relating to hazardous materials, environmental protection and human health and

safety. Under various federal, state and local laws, ordinances and regulations, we and our tenants may be

required to investigate and clean up certain hazardous or toxic substances released on or in properties we own or

operate, and also may be required to pay other costs relating to hazardous or toxic substances. This liability may

be imposed without regard to whether we or our tenants knew about the release of these types of substances or

were responsible for their release. The presence of contamination or the failure to properly remediate

contamination at any of our properties may adversely affect our ability to sell or lease those properties or to

borrow funds by using those properties as collateral. The costs or liabilities could exceed the value of the affected

real estate. We are not aware of any environmental condition with respect to any of our properties that

management believes would have a material adverse effect on our business, assets or results of operations taken

as a whole. The uses of any of our properties prior to our acquisition of the property and the building materials

used at the property are among the property-specific factors that will affect how the environmental laws are

applied to our properties. If we are subject to any material environmental liabilities, the liabilities could adversely

affect our results of operations and our ability to meet our obligations.

We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing

or future laws or regulations will be administered or interpreted or what environmental conditions may be found

to exist on the properties in the future. Compliance with existing and new laws and regulations may require us or

our tenants to spend funds to remedy environmental problems. Our tenants, like many of their competitors, have

incurred, and will continue to incur, capital and operating expenditures and other costs associated with

complying with these laws and regulations, which will adversely affect their potential profitability.

Generally, our tenants must comply with environmental laws and meet remediation requirements. Our leases

typically impose obligations on our tenants to indemnify us from any compliance costs we may incur as a resultof the environmental conditions on the property caused by the tenant. If a lease does not require compliance or if

a tenant fails to or cannot comply, we could be forced to pay these costs. If not addressed, environmental

conditions could impair our ability to sell or re-lease the affected properties in the future or result in lower sales

prices or rent payments.

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The Americans with Disabilities Act of 1990 could require us to take remedial steps with respect to existing

or newly acquired properties.

Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply

with Title III of the Americans with Disabilities Act of 1990. Investigation of a property may reveal

non-compliance with this Act. The requirements of this Act, or of other federal, state or local laws or regulations,

also may change in the future and restrict further renovations of our properties with respect to access for disabled

persons. Future compliance with this Act may require expensive changes to the properties.

The revenues generated by our tenants could be negatively affected by various federal, state and local laws

to which they are subject.

We and our tenants are subject to a wide range of federal, state and local laws and regulations, such as local

licensing requirements, consumer protection laws and state and local fire, life-safety and similar requirements

that affect the use of the properties. The leases typically require that each tenant comply with all laws and

regulations. Failure to comply could result in fines by governmental authorities, awards of damages to private

litigants, or restrictions on the ability to conduct business on such properties. Non-compliance of this sort could

reduce our revenues from a tenant, could require us to pay penalties or fines relating to any non-compliance, and

could adversely affect our ability to sell or lease a property.

Failure to qualify as a REIT for federal income tax purposes would cause us to be taxed as a corporation,which would substantially reduce funds available for payment of distributions.

We believe that we are organized and qualified as a REIT for federal income tax purposes and currently intend to

operate in a manner that will allow us to continue to qualify as a REIT under the Code. However, we cannot

assure you that we will remain qualified as such in the future.

Qualification as a REIT involves the application of highly technical and complex Code provisions and applicable

income tax regulations that have been issued under the Code. Certain facts and circumstances not entirely within

our control may affect our ability to qualify as a REIT. For example, in order to qualify as a REIT, at least 95%

of our gross income in any year must be derived from qualifying rents and certain other income. Satisfying this

requirement could be difficult, for example, if defaults by tenants were to reduce the amount of income from

qualifying rents. As a REIT, we must generally make annual distributions to shareholders of at least 90% of ourtaxable income. In addition, new legislation, new regulations, new administrative interpretations or new court

decisions may significantly change the tax laws with respect to qualification as a REIT or the federal income tax

consequences of such qualification.

If we fail to qualify as a REIT:

we would not be allowed a deduction for distributions to shareholders in computing taxable income;

we would be subject to federal income tax at regular corporate rates;

we could be subject to the federal alternative minimum tax;

unless we are entitled to relief under specific statutory provisions, we could not elect to be taxed as a

REIT for four taxable years following the year during which we were disqualified;

we could be required to pay significant income taxes, which would substantially reduce the funds

available for investment or for distribution to our shareholders for each year in which we failed or were

not permitted to qualify; and

we would no longer be required by law to make any distributions to our shareholders.

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We may be required to incur additional debt to qualify as a REIT.

As a REIT, we must generally make annual distributions to shareholders of at least 90% of our taxable income.

We are subject to income tax on amounts of undistributed taxable income and net capital gain. In addition, we

would be subject to a 4% excise tax if we fail to distribute sufficient income to meet a minimum distribution test

based on our ordinary income, capital gain and aggregate undistributed income from prior years. We intend to

make distributions to shareholders to comply with the Codes distribution provisions and to avoid federal incomeand excise tax. We may need to borrow funds to meet our distribution requirements because:

our income may not be matched by our related expenses at the time the income is considered received

for purposes of determining taxable income; and

non-deductible capital expenditures, creation of reserves, or debt service requirements may reduce

available cash but not taxable income.

In these circumstances, we might have to borrow funds on terms we might otherwise find unfavorable and we

may have to borrow funds even if our management believes the market conditions make borrowing financially

unattractive. Current tax law also allows us to pay a portion of our distributions in shares instead of cash.

To maintain our status as a REIT, we limit the amount of shares any one shareholder can own.

The Code imposes certain limitations on the ownership of the stock of a REIT. For example, not more than 50%

in value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer

individuals (as defined in the Code) during the last half of any taxable year. To protect our REIT status, our

declaration of trust prohibits any one shareholder from owning (actually or constructively) more than 9.8% in

value of the outstanding common shares or of any class or series of outstanding preferred shares. The

constructive ownership rules are complex. Shares of our capital stock owned, actually or constructively, by a

group of related individuals and/or entities may be treated as constructively owned by one of those individuals or

entities. As a result, the acquisition of less than 9.8% in value of the outstanding common shares and/or a class or

series of preferred shares (or the acquisition of an interest in an entity that owns common shares or preferred

shares) by an individual or entity could cause that individual or entity (or another) to own constructively more

than 9.8% in value of the outstanding capital stock. If that happened, either the transfer or ownership would be

void or the shares would be transferred to a charitable trust and then sold to someone who can own those shareswithout violating the 9.8% ownership limit.

The Board of Trustees may waive these restrictions on a case-by-case basis. In addition, the Board of Trustees

and two-thirds of our shareholde

federal realty trust annual report 2010

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